utz-20230322

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 22, 2023

(Exact name of registrant as specified in its charter)

Delaware

001-38686

85-2751850

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (717) 637-6644

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

UTZ

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On March 21, 2023, the Board of Directors (the “Board”) of Utz Brands, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Bylaws”) to update the procedures and disclosure requirements for the nomination of director candidates for election at meetings of stockholders, including to require additional information in a notice of nomination submitted by a stockholder, and to address the adoption by the U.S. Securities and Exchange Commission of the “universal proxy card” rules, as set forth in Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the amendments provide that a stockholder nominee’s director candidates will be disregarded by the Company if the nominating stockholder has failed to provide evidence of its compliance with the nominating requirements set forth in the Bylaws and address the color of proxy cards reserved for use by the Company. The amendments also include various conforming, technical and non-substantive changes.

The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the bylaws, attached hereto as Exhibit 3.1 and incorporated by reference herein. The Board has the authority to amend the Bylaws pursuant to Section 109 of Delaware’s General Corporation Laws and Article V, Section 5.01 of the Company’s Certificate of Incorporation. The amended and restated Bylaws became effective on March 21, 2023 upon adoption by the Board.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.			Description
3.1			Bylaws of Utz Brands, Inc., as amended and restated March 21, 2023
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 22, 2023

By: /s/ Ajay Kataria

Title: Executive Vice President, Chief Financial Officer